Genius Group Limited
The law firm of Kirby McInerney LLP announces that a class action lawsuit has been filed in the U.S. District Court for the Southern District of New York on behalf of those who acquired Genius Group Limited (“Genius Group” or the “Company”) (NYSE: GNS) securities during the period of December 1, 2023 to September 25, 2024, inclusive (“the Class Period”). Investors have until December 9, 2024, to apply to the Court to be appointed as lead plaintiff in the lawsuit.
On September 24, 2024, Genius Group filed a Form 6-K with the U.S. Securities and Exchange Commission that disclosed governance failures and fraudulent behavior. The filing revealed that Michael Moe, Chairman of GNS, and Peter Ritz, a director, were accused of issuing unauthorized shares to themselves and failing to adhere to corporate governance obligations during the merger between GNS and LZG International, Inc. (“LZGI”). Additionally, the Company disclosed that it had recently learned about issued relating to the corporate structure and representations regarding the ownership and financial obligations related to Prime Source, a significant asset acquired during the merger. These revelations indicated a pattern of fraudulent behavior, including governance lapses that directly impacted the legitimacy of prior disclosures to investors.
Furthermore, the Form 6-K described an invalid attempt by Moe and Ritz to hold a meeting of the Board of Directors without proper notice to CEO Roger Hamilton and other board members. This meeting, deemed illegitimate under Singapore law, was intended to terminate Hamilton’s employment. These revelations not only cast doubt on the integrity of the Company’s leadership, but also raised concerns about the accuracy of its financial disclosures and the overall management of the merger. On this news, the price of Genius Group shares declined by $2.45 per share, or approximately 25.6%, from $9.58 per share on September 23, 2024, to close at $7.13 on September 24, 2024.
The lawsuit alleges that executives of Genius Group and LZGI, specifically Michael Moe and Peter Ritz, orchestrated a fraudulent scheme during the merger of the two companies. The complaint claims that they enriched themselves by issuing millions of unauthorized shares to themselves and others without shareholder approval, diluting the value of existing shares and reducing the compensation owed to shareholders post-merger. Additionally, the executives are accused of concealing critical information about financial mismanagement, fraudulent transactions, and governance failures, including their improper control over company assets and unauthorized decisions that undermined transparency.
On September 24, 2024, Genius Group filed a Form 6-K with the U.S. Securities and Exchange Commission that disclosed governance failures and fraudulent behavior. The filing revealed that Michael Moe, Chairman of GNS, and Peter Ritz, a director, were accused of issuing unauthorized shares to themselves and failing to adhere to corporate governance obligations during the merger between GNS and LZG International, Inc. (“LZGI”). Additionally, the Company disclosed that it had recently learned about issued relating to the corporate structure and representations regarding the ownership and financial obligations related to Prime Source, a significant asset acquired during the merger. These revelations indicated a pattern of fraudulent behavior, including governance lapses that directly impacted the legitimacy of prior disclosures to investors.
Furthermore, the Form 6-K described an invalid attempt by Moe and Ritz to hold a meeting of the Board of Directors without proper notice to CEO Roger Hamilton and other board members. This meeting, deemed illegitimate under Singapore law, was intended to terminate Hamilton’s employment. These revelations not only cast doubt on the integrity of the Company’s leadership, but also raised concerns about the accuracy of its financial disclosures and the overall management of the merger. On this news, the price of Genius Group shares declined by $2.45 per share, or approximately 25.6%, from $9.58 per share on September 23, 2024, to close at $7.13 on September 24, 2024.
The lawsuit alleges that executives of Genius Group and LZGI, specifically Michael Moe and Peter Ritz, orchestrated a fraudulent scheme during the merger of the two companies. The complaint claims that they enriched themselves by issuing millions of unauthorized shares to themselves and others without shareholder approval, diluting the value of existing shares and reducing the compensation owed to shareholders post-merger. Additionally, the executives are accused of concealing critical information about financial mismanagement, fraudulent transactions, and governance failures, including their improper control over company assets and unauthorized decisions that undermined transparency.